Common use of The Assignor Clause in Contracts

The Assignor. represents and warrants as of the date hereof that its Commitment (without giving effect to assignments thereof which have not yet become effective) is _____% of _________; (ii) represents and warrants that it is the legal and beneficial owner of the interest it is assigning hereunder; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under the Financing Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Notes referred to in paragraph 1 above, and requests that the Administrative Agent exchange each such Note for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order of the Assignee, a Term Note in the principal amount of $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $____________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof that its Revolving Credit Commitment (without giving effect to assignments thereof which that have not yet become effective) is _____% $ , and the aggregate outstanding principal amount of _________the Revolving Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $ ; (ii) represents and warrants that as of the date hereof its Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $ , and the aggregate outstanding principal amount of the Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $ ; (iii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is assigning hereunderfree and clear of any adverse claim; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Credit Agreement or any other instrument or document furnished pursuant thereto; (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Company or any Subsidiary of the Company or the performance or observance by the Borrowers Company or any Subsidiary of any the Company of their respective obligations under the Financing Agreement, any other Loan Document Credit Agreement or any other instrument or document furnished pursuant theretothereto or the enforceability of any such agreement, instrument or document; and (viv) attaches the Notes Revolving Credit Note and the Term Note referred to in paragraph 1 above, above and requests that the Administrative Agent exchange such notes for a Revolving Credit Note and a Term Note each such Note for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, $ and $ respectively and each payable to the order of the Assignee, Assignee and a Revolving Credit Note and a Term Note each dated the Effective Date in the principal amount of $____________ $ and $ respectively and each payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $____________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof that its Term and Revolving Commitment (without giving effect to assignments thereof which that have not yet become effective) is _____% of are $__________ and $__________, respectively, and the aggregate outstanding principal amount of Term and Revolving Loans owing to it (without giving effect to assignments thereof that have not yet become effective) are $__________ and $__________, respectively; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is assigning hereunderfree and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any other Loan Party or the performance or observance by the Borrowers Borrower or any other Loan Party of any of their its obligations under the Financing Agreement, any other Loan Document Credit Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Term and Revolving Notes referred to in paragraph 1 above, above and requests that the Administrative Agent exchange each such Note Notes for new Notes as follows: (appropriately y) a Term Note dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note (as such term is defined below) in the principal amount of $__________, _ payable to the order of the Assignee, Assignee and a Term Note dated the Effective Date in the principal amount of $__$ __________ payable to the order of the Assignor, and (z) a Revolving Credit Note dated the Effective Date in the principal amount of $_________, _ payable to the order of the Assignee, Assignee and a Revolving Credit Note dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor.

The Assignor. represents and warrants as of the date hereof that [the outstanding principal amount of its Commitment Tranche A Loan is $_______] [the outstanding principal amount of its Tranche B Loan is $_______] [and] [the outstanding principal amount of its Tranche C Loan is $_______] (without giving effect to assignments thereof which have not yet become effective) is _____% of _________); (ii) represents and warrants that it is the legal and beneficial owner of the interest it is assigning hereunder; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by or in connection with the Financing Agreement, Credit Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, Credit Agreement or any other Loan Credit Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Credit Parties or the performance or observance by the Borrowers any Credit Party of any of their its obligations under the Financing Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Notes referred to in paragraph 1 above, and requests that the Administrative Agent Borrower exchange each such Note the Notes for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order of the Assignee, a Term [Tranche A Note in the principal amount of $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________], payable to the order of the Assignee, and [a Revolving Credit Tranche B Note in the principal amount of $____________ ___], [and] [a Tranche C Note in the principal amount of $_____________], ------------------- * Specify percentage to no more than 4 decimal points. payable to the order of the Assignee, and a [Tranche A Note in the principal amount of $___________], [a Tranche B Note in the principal amount of $______________], [and] [a Tranche C Note in the principal amount of $___________], payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof that its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof which that have not yet become effective) is _____% of $_________; __ and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $_____________ (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is assigning hereunderfree and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any other Person or the performance or observance by the Borrowers Borrower or any other Person of any of their its obligations under the Financing Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Notes referred to in paragraph 1 above, above and requests that the Administrative Agent exchange each such Note Notes for new Notes (appropriately as follows: [a Revolving Credit Note dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note (as such term is defined below) in the principal amount of $__________, _____ payable to the order of the Assignee, a Term Revolving Credit Note dated the Effective Date in the principal amount of $________________ payable to the order of the Assignor, a Revolving Credit Term Note dated the Effective Date in the principal amount of $_________, ________ payable to the order of the Assignee, Assignee and a Revolving Credit Term Note dated the Effective Date in the principal amount of $________________ payable to the order of the Assignor.]

The Assignor. (i) represents and warrants that as of the date hereof that hereof, its Revolving Credit Commitment is $______________________ and the outstanding principal of its Advances, if any, under its Revolving Credit Commitment is $_________________________, the outstanding principal amount of its Term Loan A Commitment, if any, is $______________________, the outstanding principal balance of its Advances under its Term Loan A Commitment, if any, is $____________________ (without giving effect to all as unreduced by any assignments thereof which have not yet become effective) ), its Term Loan B Commitment, if any, is $_____% _____________, and the outstanding principal balance of its Advances under the Term Loan B Commitment, if any, is $________________________; (ii) represents and warrants that it is the legal and beneficial owner of the interest it is assigning hereunder; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, Loan Agreement or any other Loan Document, or other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any other instrument or document furnished pursuant theretoadverse claim; (iviii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower, any Guarantor or any other Obligated Party or the performance or observance by the Borrowers Borrower, any guarantor or any other Obligated Party of any of their obligations under the Financing Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant theretoDocument; and (viv) attaches the Notes referred to in paragraph 1 above, held by Assignor and requests that the Administrative Agent exchange each such Note Notes for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order of the Assignee, a Term Note (A) Assignee in the principal an amount of $____________ payable equal to the order of Commitments assumed by the AssignorAssignee pursuant hereto, a Revolving Credit Note and (B) the Assignor in the principal an amount of $_________, payable equal to the order of Commitments, if any, retained by the AssigneeAssignor under the Loan Agreement, and a Revolving Credit Note in the principal amount of $____________ payable to the order of the Assignorrespectively, as specified above.

The Assignor. (i) represents and warrants that as of the date hereof that its Revolving Credit Facility A Commitment (without giving effect to assignments thereof which that have not yet become effective) is $_____% ______, and the aggregate outstanding principal amount of the Revolving Credit Facility A Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $___________; (ii) represents and warrants that as of the date hereof, its Revolving Credit Facility B Commitment (without giving effect to assignments thereof that have not yet became effective) is $_______, and the aggregate outstanding principal amount of Revolving Credit Facility B Loans owing to it (without giving effect to the assignments thereof that have not yet became effective) is _____; (iii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is assigning hereunderfree and clear of any adverse claim; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Credit Agreement or any other instrument or document furnished pursuant thereto; (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Company or any direct or indirect Subsidiary of the Company or the performance or observance by the Borrowers Company or any direct or indirect Subsidiary of any the Company of their respective obligations under the Financing Agreement, any other Loan Document Credit Agreement or any other instrument or document furnished pursuant theretothereto or the enforceability of any such agreement, instrument or document; and (vvi) attaches the Notes Revolving Credit Facility A Note and the Revolving Credit Facility B Note referred to in paragraph 1 above, above and requests that the Administrative Agent exchange each such note for a Revolving Credit Facility A Note for new Notes (appropriately and a Revolving Credit Facility B Note dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount amounts of $_____________ and $________, respectively payable to the order of the Assignee, Assignee and a Term Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, _ and a Revolving Credit Note in the principal amount of $____________ respectively and each payable to the order of the Assignor.

The Assignor. (i) represents and warrants as of the date hereof that its Commitment (without giving effect to assignments thereof which have not yet become effective) is _____% of _________%; (ii) represents and warrants that it is the legal and beneficial owner of the interest it is assigning hereunder; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under the Financing Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Notes referred to in paragraph 1 above, and requests that the Administrative Agent exchange each such Note for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order of the Assignee, a Term Note in the principal amount of $____________ , payable to the order of the Assignor, Assignee and a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $____________ payable to the order of the Assignor. _____________________ * Specify percentage to no more than 4 decimal points. (a) The Assignee represents and warrants that it has become a party hereto solely in reliance upon its own independent investigation of the financial and other circumstances surrounding the Borrower, the Collateral and the Loans and all aspects of the transactions evidenced by or referred to in the Loan Documents, or has otherwise satisfied itself thereto, and that it is not relying upon any representation, warranty or statement (except any such representation, warranty or statement expressly set forth in this Agreement) of the Assignor in connection with the assignment made under this Agreement. The Assignee further acknowledges that the Assignee will, independently and without reliance upon the Agent, the Assignor or any other Lender and based upon the Assignee's review of such documents and information as the Assignee deems appropriate at the time, make and continue to make its own credit decisions in entering into this Agreement and taking or not taking action under the Loan Documents. The Assignor shall have no duty or responsibility either initially or on a continuing basis to make any such investigation or any such appraisal on behalf of the Assignee or to provide the Assignee with any credit or other information with respect thereto, whether coming into its possession before the making of the initial extension of credit under the Financing Agreement or at any time or times thereafter. (b) The Assignee represents and warrants to the Assignor that it has experience and expertise in the making of loans such as the Loans or with respect to the other types of credit which may be extended under the Financing Agreement; that it has acquired its Assigned Interest for its own account and not with any intention of selling all or any portion of such interest; and that it has received, reviewed and approved copies of all Loan Documents. (c) The Assignor shall not be responsible to the Assignee for the execution, effectiveness, accuracy, completeness, legal effect, genuineness, validity, enforceability, collectibility or sufficiency of any of the Loan Documents or for any representations, warranties, recitals or statements made therein or in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents made or furnished or made available by the Assignor to the Assignee or by or on behalf of the Borrower to the Assignor or the Assignee in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Loans or payment of amounts owed in connection with other extensions of credit under the Financing Agreement or the value of the Collateral or any other matter. The Assignor shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or other extensions of credit under the Financing Agreement or as to the existence or possible existence of any Event of Default or Default. (d) Each party to this Agreement represents and warrants to the other party to this Agreement that it has full power and authority to enter into this Agreement and to perform its obligations under this Agreement in accordance with the provisions of this Agreement, that this Agreement has been duly authorized, executed and delivered by such party and that this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles. (e) Each party to this Agreement represents and warrants that the making and performance by it of this Agreement do not and will not violate any law or regulation of the jurisdiction of its incorporation or any other law or regulation applicable to it. (f) Each party to this Agreement represents and warrants that all consents, licenses, approvals, authorizations, exemptions, registrations, filings, opinions and declarations from or with any agency, department, administrative authority, statutory corporation or judicial entity necessary for the validity or enforceability of its obligations under this Agreement have been obtained, and no governmental authorizations other than any already obtained are required in connection with its execution, delivery and performance of this Agreement. (g) The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned and that such interest is free and clear of any Lien. (h) The Assignor makes no representation or warranty and assumes no responsibility with respect to the operations, condition (financial or otherwise), business or assets of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower of any of its obligations under the Financing Agreement or any other Loan Document. (i) The Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. (j) The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Agreement are required to be performed by it as a Lender. (k) The Assignee confirms that it has received all documents and information it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement. (l) The Assignee specifies as its address for notices the office set forth beneath its name on the signature pages hereof.

The Assignor. (i) represents and warrants that as of the date hereof that its Commitment (without giving effect to assignments thereof which have not yet become effective) is $_____% of _________; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is assigning hereunderfree and clear of any adverse claim; (iii) makes no representation representations or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Credit Agreement or any other instrument or document Related Document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any guarantor or the performance or observance by the Borrowers Borrower or any guarantor of any of their obligations under the Financing Agreement, any other Loan Document Credit Agreement or any other instrument or document Related Document furnished pursuant thereto; , and (v) attaches the Notes referred to in paragraph 1 above, and requests that the Administrative Agent exchange each such Note Notes for [new Notes (appropriately Notes, dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor)__________, consisting of a Term Note 19__, in the principal amount of $___________ (Revolving Note), payable to the order of the Assignee] [new Notes dated ______________, a Term Note 19__, in the principal amount of $____________ (Revolving Note), payable to the order of the Assignor]. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Issuing Lender, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Credit Note Lender; (v) specifies as its Lending Office for Base Rate Loans (and address for notices) and Lending Office for Eurodollar Loans the offices set forth beneath its name on the signature page hereof; and (vi) represents and warrants that it is an Eligible Assignee as such term is defined in the principal amount of $Credit Agreement. 4. The effective date for this Assignment and Acceptance shall be _________, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $____________ payable (the "Assignment Effective Date")./1/ Following the execution of this Assignment and Acceptance, it will be delivered to the order Agent for acceptance and recording by the Agent. 5. Upon such acceptance and recording, as of the AssignorAssignment Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording, from and after the Assignment Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Assignment Effective Date directly between themselves. -------------------- /1/ Such date shall be at least two (2) Business Days after the execution of this Assignment and Acceptance. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York . [NAME OF ASSIGNOR] By: ______________________________ Name:______________________________ Title:_____________________________ [NAME OF ASSIGNEE] By: ______________________________ Name:______________________________ Title:_____________________________ Lending Office (Base Rate Loans) (and address for notices) [Address] Lending Office (Eurodollar Rate Loans): [Address] Accepted this _____ day of ______________, 19__ BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent By: _________________________ Name:________________________ Title:_______________________ EXHIBIT L-1 FORM OF CONFIRMATION OF NEW LENDER ----------------------------------

The Assignor. (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof that hereof, its Commitment (without giving effect to assignments thereof which have not yet become effective) is _____% of $_________; _, its Commitment Percentage is ________%, the aggregate outstanding principal balance of its Loans equals $__________, the aggregate Maximum Drawing Amount of all outstanding Letters of Credit equals $________, and the aggregate Unpaid Reimbursement Obligations equals $____ , (iiin each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) represents immediately after giving effect to all assignments which have not yet become effective, the Assignor's Commitment Percentage will be sufficient to give effect to this Assignment and warrants Acceptance, (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection, or priority of any Lien, other than that it is the legal and beneficial owner of the interest being assigned by it is assigning hereunderhereunder free and clear of any Lien; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (ivc) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrowers Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of their the Obligations of any of its obligations under the Financing Agreement, Credit Agreement or any of the other Loan Document Documents or any other instrument or document furnished delivered or executed pursuant thereto; and (vd) attaches hereto the Notes referred delivered to in paragraph 1 above, and it under the Credit Agreement. The Assignor requests that the Administrative Agent Borrower exchange each such Note the Assignor's Notes for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order Assignor and the Assignee as follows: Amount of Notes Payable to Competitive [Amount of the Assignee, a Term Order of: Amount of Note in the principal amount of Bid Rate Note Swing Loan Note Assignor $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $____________ payable to the order of the Assignor.$____________ Assignee $____________ $____________ $____________]

The Assignor. (i) represents and warrants that as of the date hereof that its Revolving Credit Facility A Commitment (without giving effect to assignments thereof which that have not yet become effective) is $_____% ______, and the aggregate outstanding principal amount of the Revolving Credit Facility A Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $___________; (ii) represents and warrants that as of the date hereof its Revolving Credit Facility B Commitment (without giving effect to assignments thereof that have not yet become effective) is $_________, and the aggregate outstanding principal amount of Revolving Credit Facility B Loans owing to it (without giving effect to the assignments thereof that have not yet become effective) is $_________; (iii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is assigning hereunderfree and clear of any adverse claim; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with with, or as to the Financing Agreementvalidity or enforceability of, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Credit Agreement or any other instrument or document furnished pursuant thereto; (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Company or any direct or indirect Subsidiary of the Company or the performance or observance by the Borrowers Company or any direct or indirect Subsidiary of any the Company of their respective obligations under the Financing Agreement, any other Loan Document Credit Agreement or any other instrument or document furnished pursuant theretothereto or the enforceability of any such agreement, instrument or document; and (vvi) attaches the Notes Revolving Credit Facility A Note and the Revolving Credit Facility B Note referred to in paragraph 1 above, above and requests that the Administrative Agent exchange such notes for a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each such Note for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount amounts of $________ and $________, respectively, payable to the order of the Assignee and a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in the principal amounts of $__________, payable to the order of the Assignee, a Term Note in the principal amount of _ and $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________respectively, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $____________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof that Effective Date its Tranche A Revolving Credit Commitment (without giving effect to assignments thereof which that have not yet become effective) is $_____% _____, its Tranche B Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________, the aggregate outstanding principal amount of Tranche A Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $_____________, and the aggregate outstanding principal amount of Tranche B Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $__________; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is assigning hereunderfree and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other Loan Party or the performance or observance by the Borrowers or any other Loan Party of any of their respective obligations under the Financing Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Notes referred to in paragraph 1 above, above and requests that the Administrative Agent exchange each such Note Notes for new Notes (appropriately as follows: [a Tranche A Note dated so that no loss of interest accrued prior to the Effective Date shall result with respect (as such term is defined below) in the principal amount of $________ payable to the portion order of the -------------- * Specify percentage Assignee, a Tranche B Note dated the Effective Date in the principal amount of $________ payable to no more than 4 decimal points. Loans assigned or the portion order of the Loans retained by the Assignor)Assignee, consisting of a Term Tranche A Note in the principal amount of $__________, _ payable to the order of the AssigneeAssignor, and a Term Tranche B Note dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $____________ payable to the order of the Assignor].

The Assignor. (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof that hereof, its Commitment (without giving effect to assignments thereof which have not yet become effective) is _____% of $_________; _, its Commitment Percentage is ________%, and the aggregate outstanding principal balance of its Loans equals $__________ (iiin each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) represents immediately after giving effect to all assignments which have not yet become effective, the Assignor's Commitment Percentage will be sufficient to give effect to this Assignment and warrants Acceptance, (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection, or priority of any Lien, other than that it is the legal and beneficial owner of the interest being assigned by it is assigning hereunderhereunder free and clear of any Lien; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (ivc) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrowers Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of their the Obligations of any of its obligations under the Financing Agreement, Credit Agreement or any of the other Loan Document Documents or any other instrument or document furnished delivered or executed pursuant thereto; and (vd) attaches hereto the Notes referred delivered to in paragraph 1 above, and it under the Credit Agreement. The Assignor requests that the Administrative Agent Borrower exchange each such Note the Assignor's Notes for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order Assignor and the Assignee as follows: Amount of Notes Payable to Competitive Bid the Assignee, a Term Order of: Amount of Note in the principal amount of Rate Note Assignor $_____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note in the principal amount of $_____________ payable to the order of the Assignor.Assignor $_____________ $_____________

The Assignor. (i) represents and warrants that as of the date hereof that its Total Commitment (without giving effect to assignments thereof which that have not yet become effective) is _____% of $__________ ($_________ representing its Term Commitment and $__________ representing its Revolving Credit Commitment) and the aggregate outstanding principal amount of Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $__________ ($_________ in Credit Loans and $__________ in Term Loans); (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is assigning hereunderfree and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by in or in connection with the Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any 128 other Loan Party or the performance or observance by the Borrowers or any other Loan Party of any of their respective obligations under the Financing Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Notes Restated Note(s) referred to in paragraph 1 above, above and requests that the Administrative Agent exchange each such Note Restated Note(s) for new Notes (appropriately Restated Note(s) as follows: [a Restated Credit Note dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note (as such term is defined below) in the principal amount of $__________, _ payable to the order of the Assignee, a Term Restated Credit Note dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor, a Revolving Credit Restated Term Note dated the Effective Date in the principal amount of $_________, _ payable to the order of the Assignee, Assignee and a Revolving Credit Restated Term Note dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor.]